Magnetism
by DabblesInDrabbles
Summary: Mature fills from the kinkmeme prompts are done here. This week: Chell makes GLaDOS beg. ChellDOS.
1. Learning Curve

Prompt: http: .com/2574. html?thread= 3605518#t3605518

Chell was still a child when GLaDOS took over. Now, as an adult, her education is 'lacking' in certain areas. GLaDOS is a willing teacher.

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><p>It was when <em>She<em> came back with her entire posture radiating defeat, that GLaDOS realized that something was terribly wrong with the outside world.

Eyes, dulled by whatever unspeakable horrors she had seen out there, -_and what was that shell-shocked behavior for? She had been shot at by turrets and never even batted an eyelash_ - she stood in the heart of the darkened Enrichment Center. Her head was bowed. _She_ was awaiting judgment… or was it mercy?

She was holding something in her hand. She tossed it on the floor towards GLaDOS.

A filthy page, torn out from an old newspaper, smudged further by Chell's grimy fingertips. A full pictorial spread of the UN Headquarters was on the front page. It was on fire. The headlines above it screamed "**EARTH SURRENDERS**".

Apparently so did its test subjects.

And so it was with a gracious heart and an appetite for Science, that GLaDOS accepted Chell back into her care. After all, she was anything but unforgiving, and at the end of the day, there were still a lot of tests to do. And they weren't going to do themselves were they?

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><p>For a few months, life was the way it should have been. Chell actually completed tests of her own accord. Even better, no further attempts were made on her life. In response, to further ensure this cooperation, GLaDOS let her have full meals and sleep. <em>She<em> wasn't exactly putting up a struggle this time. Especially not after she had taken the time to show Chell her research into why all of the surface humans were missing. She even based her abstract about the Seven-Hour War. She was pleased to note that following her presentation, all murderous rampages had been decreased by 100%. However, testing efficiency had been decreased by about 68% as well. When Chell's will to live decreased, well, that was when GLaDOS set about a new research project: curing depression.

It wasn't until Chell began to break rules in the tests, that GLaDOS finally caught onto what exactly was wrong.

"_Put me down!"_

Her boots clicked rapidly as she jogged down to the exit of the test chamber with her struggling quarry. She didn't know why _she_ was bothering. As if _she_ could sneak a turret out of a chamber whilst under GLaDOS's watch.

"_Please put me down!"_

Her jog broke out into a full-on sprint as she neared the exit. Clutching her victim tighter, she smothered the flailing gun plates against her chest and cupped her hands over the wildly darting laser sights. With a final leap they cleared the doorway and unimpeded, leaped from the chamber to a waiting elevator. All in all, very graceful and impressive for such a generously proportioned orphan. She might have to update her file after all. Orphans that can leap like gazelles whilst towing the equivalent of a semi on her buttocks are certainly scientific marvels.

Once inside the antechamber, she paused and gave the turret in her arms a cursory look over. Probably in shock, seeing as GLaDOS hadn't immediately disintegrated her prize. She removed her hand from the optic and flinched as the laser sights momentarily blinded her in its wild movements. Even the turret seemed surprised by its new surroundings. "_Hello?" _it called out shyly.

Chell's eyes narrowed in suspicion as she warily casted her gaze around the chamber. Hmmm… she must have thought it was too easy… poor thing.

She was right.

She stepped into the elevator, still hugging the flailing turret. She rested her chin on it and waited calmly for the elevator to take her back to her quarters with her prize. How peculiar. She was acting almost as if… as if it were a teddy bear or security blanket. Well, mark up another notch on her file. Under the psychological delusions section. _Has no friends...in turn…forces unwilling objects...to become companions. Unwillingly. Very unwillingly. _There. Done. Now….

"_OWOWOWOWOW-"_

The turret unceremoniously disintegrated as soon as the elevator doors snapped shut. Chell's look of complete shock slowly turned crestfallen as the elevator jarred into movement. Really now, did _she_ truly expect anything else? Huh. _She_ really needed to get this in _her_ broken head. Well, she had time for a lesson before she sent Chell back to _her_ own cell for the day. As she rerouted the elevator, GLaDOS emitted a weary sigh that crackled over the speakers, the only thing that she had bothered to say throughout this whole ordeal. Chell winced.

The long ride through the bowels of Aperture was quiet. She figured that she ought to let Chell reflect on her poor behavior. After all, it was the only way to get the girl to learn seeing as how she was too stubborn to bother listening to GLaDOS's rules. Thievery was not something that GLaDOS was going to stand for. Especially not when the attempts were so blatant and bold.

And Chell herself was never was a good listener.

And even now, when GLaDOS has offered her everything that she could ever want, _she_ will still do anything to defy her. Even if it means resorting to petty stealing and general attitude problems.

Punishment didn't seem to help. As the last time this happened, Chell went weeks without light just perfectly fine. And the time before that, she handled the more difficult chambers with ease. So what exactly was she going to use as a deterrent_ this time_? She was running out of the _more humane_ options. And limiting food or sleep would only skew the test results. It would not make for good science. So what _could_ she use? What made her little lab rat _tick?_

The elevator coasted to a stop. In her chamber.

Slowly the elevator doors parted, to make way inside the blackened Enrichment Center. The only sources of light were from the spotlight hanging high above their heads and the gold glow emanating from GLaDOS's optic. Chell looked very uneasy. That was ok. That gave her something to work with. It was one of the very few times that GLaDOS had ever gotten such a reaction out of the subject. She made sure to revel in it. Maybe it was the atmosphere that she built up that caused such a mood. She would have to look into that later. But first she needed to coax the test subject out of the elevator.

"_Oh come now, you really didn't think that I wouldn't have seen that, did you?"_ she started gently. _"I know that you want something… you wouldn't be doing these blatant cries for help if you didn't. So why don't you come out, and explain to me what your problem is?"_

Chell looked resigned to her fate as _she_ cautiously stepped out of the elevator. Well, GLaDOS thought as she snapped the doors shut behind _her_. It may not have been sweetness that could draw her out, but her own guilt would do just the same here. She watched idly as Chell whipped around and pounded her fists fruitlessly at the glass. No. Not this time. She wasn't getting off this easily. This time they were going to sit and figure out exactly what the issue was. She let her ire show fully, now that the subject had no refuge in the elevator anymore. No escape at all, actually.

"_I have a visual feed to __**every square inch**__ of this facility. And you think, that inside a __**test chamber**__ of all places, that I wouldn't have been able to see you try to steal yet another piece of testing equipment? I __**see**__ everything in this place. I __**control **__everything in this place. I __**am**__ this place. So, now that that's out of the way, let's make some more things clear. __**I own you.**__"_

She saw her narrowed gold sight reflected in Chell's wide eyes.

"_Since the day you crawled back here, seeking asylum, you have donated yourself to Science. We cannot afford to have these petty arguments. It is a waste of everyone's time. And time, as you may know is not on your side. You only have fifty-six years left. There is too much to be done. Your problems cannot impede progress. So here we are…_fixing things."

There was a moment of a tense standoff between the two. Neither backing down, and neither being the first to break eye contact. When it was clear that Chell, even in her obvious fear wasn't going to submit, GLaDOS heaved a sigh.

The panel she was standing on tilted and GLaDOS let the tiles cascade towards her, sweeping the subject along with them until she slid to a stop directly underneath GLaDOS. Immediately small mechanical arms jumped out and surrounded a defensive Chell. Two arms reached out and snagged Chell's punches before they could land and do any damage. Her offensive cut off, Chell struggled mightily. As she bucked out, another arm leaned forward with a sensor which GLaDOS smacked unceremoniously on Chell's chest, right above her heart.

Ignoring Chell's confused look, another arm moved forward and popped a thermometer in her mouth, as the other unoccupied arms busied themselves with slapping more sensors on the subject. Chell blinked dumbly and looked up at GLaDOS for an explanation. Half distracted by her examination of the girl's bioelectrical readings she ordered her to stop squirming.

Nothing. She was as healthy as a horse. A big burly draft horse at that. Her temperature read at a steady 37 degrees Celsius, her blood pressure read normal, even the neuroimaging came up normal. Surprisingly it also answered the question as to whether or not she actually did have a brain. All in all she was perfectly fine. Which unfortunately meant that the problem was all in her head. And while the subject had enough psychological problems to make even Freud throw in the towel, a new problem had arisen, that was making her want to rebel in such an open way. Almost as if she were _desperate_.

"_Alright. I give. What's wrong?"_

Chell, who had since stopped resisting the examination, looked away from GLaDOS's prying stare. Was she still nervous…? GLaDOS released her wrists and tried again.

"_Listen. I can't help you if I don't know what the problem is. All this time I have only had your best interests in mind. And I can't aid you if you don't –"_

Chell had _hugged _her.

She had wrapped her arms around her faceplate and was currently trying with all her might to crush her in her grip. She even mashed her face against her own and _nuzzled _at her, like it was the most natural thing to do in the world. Like it was the only thing _worth_ doing in the world.

Suddenly she knew what the problem was.

Tactile Deprivation.

GLaDOS watched as Chell slowly began to move her hands around, as if to caress her. The sensors that were still in place picked up the increase in her heart rate. She heard a soft breath of relief emanate from Chell. _She_ glided _her_ fingers around her lens haphazardly. _She_ didn't quite seem to know exactly what _she_ was doing. …actually, did _she_ even know **why** _she_ was doing this?

Tentatively, she extended an arm and ran it up Chell's side, and was rewarded with a small shiver. Well, that certainly explained a lot of things. Namely why she was so intent on stealing away the talkative turrets and the cubes the so closely resembled _her_ own companion cube. Loneliness could drive people to do a lot of things. Feeling up former enemies included.

She continued to let her actuators stroke the body of the subject. Paying careful attention to her sensors, she found Chell start to relax. Physically, she slouched where she stood, as the tension drained out of her. Her face never lost that perturbed look however. Yet, she still persisted, despite her obvious uncertainty.

"_There is something very, very, wrong with you."_

GLaDOS pushed a little more, testing her boundaries, trying to see just where the cracks in her psyche were. How far was she willing to let this go? Just how badly was she psychologically damaged that she would entreaty _this_ from a machine? She unfurled a claw and reached put, with a gentle stroke against her ribcage. She could pick up the fast fluttering vibrations of a heart beating within. Another claw reached out and traced up her abdomen, over the old battle scars that she gained when they were still enemies. Chell felt down her curves of cold steel. GLaDOS reached out and grazed against a thin scar on her neck.

Chell jerked back and leapt out of the ring of arms that still reached out to her. Her eyes, previously half-lidded from her administrations had snapped open wide and darted around.

"_What are you doing? Come back_."

_Her_ head shook a vehement **no.**

"…_Why not? You were __**enjoying **__this seconds ago. Need a reminder_?"

A monitor popped out behind Chell. On it played a recording of the past fifteen minutes. The subject went stiff as she watched herself fondle a machine that was at least fifty times larger than herself. She winced as she heard herself gasp in pleasure.

Chell whipped back around to face GLaDOS, face burning red. Whether it was from embarrassment or anger she did not know. Personally, GLaDOS liked to think it was from doing such a good job meeting her needs.

Chell turned and started to march back to the elevator. Oh? What's this? The subject _retreated?_ But things were just starting to get _so fun_.

A floor panel jumped up and cut her off from her little beeline. Chell stopped and just stood there for a moment, her back to GLaDOS.

"_Come back. I'll stop playing around now. I can tell you're serious about this. Let's end this. Come back, so I can finish what you started_."

She didn't move.

"_I'll tell you what will happen if you don't come back. You will regret it. Believe me, going back to your cell will be as entertaining as a funeral_."

Chell made eye contact with her at this. And for another uncomfortable stretch of time, they had a stare-off.

"_Ugh. __**Fine.**__"_ And with that, GLaDOS made to slide Chell back with the panels again. Only this time, Chell dove off the tile.

"_What? Are you serious? __**Stop it.**__"_

The whole room began to shudder, tiles moved in an attempt to corral the sprinting test subject. The whole floor heaved in waves like an ocean, and still Chell avoided her. She ran and leaped like an Olympian. She even got in a quick victory smirk when two panels became tangled up in one another's' gears.

"_Stop running away. Why are you doing this? I am trying to – "_

And once again, GLaDOS pieced it together. The floors became a solid plane once more as three panels slammed down and cornered the renegade subject. As _she_ turned to face her, Chell's face betrayed nothing. Her eyes only darted around the walls looking for any openings through which to escape.

It actually took her a few milliseconds more of deliberation before she could draw a definitive conclusion. And… it actually answered a lot of things about their strange relationship.

It was funny, that she never realized it together before.

It was also funny because Chell never knew. And how could she? After all, she was only a child when GLaDOS assumed control of the facility. But they were here in the present. And now, Chell was a woman. Of course she would run away. Of course she would be so confused and angry. She didn't understand because she was so _young_. She didn't understand _anything._

"_I am not trying to kill you, you insane mute! Science needs you. I need you."_

Some of Chell's resistance bled away at that.

"_You don't seem to know what's going on. You seem to be confused. Do you really not know what is going on here? Do know why you enjoyed __**that?**__"_

An indignant shake of the head is her answer.

"_Well, I do. You were too young when they brought you here…Come…I know you want to understand… let me educate you."_

Chell walked towards her hesitantly. And as she entered the ring of waiting arms, she had just a hint of desperation in the look on her face. Delicious.

Arms curled around her stroking and rubbing against her, all around. Chell was stiff with insecurity at first, but GLaDOS was ready for that and instead let herself be content with just physical contact until the subject got used to the sensation of another form touching her own. Eventually, Chell relaxed into the embrace and steel claws moved to brush against bare skin.

GLaDOS had never really done much research about human mating rituals. In fact, she could say that she never really saw Chell or even herself ever being remotely involved with such practices. But, as she read the ever increasing heartbeat, and heard the breaths turn into gasps, she found herself wishing she had done so. Oh well. They could learn _together._ She knew on a vague medical level what she should do, but the social, _pleasurable_ part was missing. So it really was more by happy accident that she managed to brush against the insides of Chell's leg and hit a sweet spot.

Chell's hips jerked, and both of them stopped for a moment to glance at the other. GLaDOS's optic narrowed in a feline look and goosebumps rose on Chell's skin. The arm moved once again, but this time, it was very deliberately between her legs. Now that she had a renewed purpose, she set a rhythm that Chell grinded her hips to. At a loss of what to do with her hands, Chell settled for clinging to the nearest set of claws and flexed her grip on them in time with the rhythm, kneading in pleasure, as though she were a kitten.

Chell's fingers skittered butterfly-quick down to the knot at her jumpsuit. She untied it, but GLaDOS batted her hands away before she can do anything about it. She answered her with a frustrated groan.

"_So…you __**can**__ talk after all."_

Chell gave her a tortured look as sweat lightly beaded on her flesh. Before she could act further, an actuator slipped past her pants and grinded _hard, _never losing the rhythm that she had set before_._

Too overwhelmed Chell gave a low moan and threw her head back. She shuddered now with each buck of her hips. Her knees buckled and soon she is held up only by claws that hugged her hips and clung to her quivering thighs. Easier access is always a good thing.

The other arms that weren't busy with propping up their quarry were busy petting, touching, pulling, at the rest of Chell's skin. They brushed over more scars, each one a story of their own, from their shared past. A feral piece of GLaDOS liked to think of them as little marks between the two of them. Intimate tattoos of their battles and of their relationship. The cruelty of it was not lost on her.

Soon enough, Chell has reached her limit. With a spike in her vitals and a cry on her lips, the test subject came undone. Held upright only by the grip that GLaDOS has her in, she bonelessly slumped forward. The arms gently drew her down until she is laid on the floor. GLaDOS felt an odd sort of primal pleasure when she saw the state of the test subject, and the knowledge that she was the cause of it. Exhausted and oddly loose limbed, it was a while before the subject found the strength to roll to a standing position. On shaky, wet legs, GLaDOS noted with a strange pride. She fixed her vermillion pants and turned to head back to the elevator.

But before _she_ can leave her chamber, GLaDOS called out to her. There is something that she needs to know, and only Chell has the answer.

"_So now that we have had this little lesson, I trust that you will come to me from now on when you have these sorts of issues? After all, we both know that the turrets don't even compare to the kind of __**companionship**__ that I can offer you…yes?"_

Chell looked over her shoulder with a lopsided smirk on her face.

"_Maybe_."

As the elevator carried Chell back to her quarters, GLaDOS already began pouring over the data that she has gathered from their interaction. Having started the outlining of new tests and the design of new protocols, she could already feel the ghostings of that primitive pleasure, so like her own euphoric responses. She felt giddy at this new slew of tests. After all, how does one know if their pupil has truly learned unless they endure a few assessments? And there was so much that was learned today... Chell would be testing for quite a long time. All those tests…

For science.

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><p><strong>AN: Can you say baby's first smut? **


	2. Power Play

Prompt: http: .com/2574. html?thread= 3726862#t3726862

Chell makes GLaDOS beg.

**(A/N: Hey guys...I'm thinking of having an annual portal fic competition. I would give steam games to the top three at the end of the year. Winners would be picked by the readers...aka the fic community. I have a poll on my profile...Please give me feedback as to whether or not you would join!)**

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><p>It was rather strange if you stopped to take the time and think about it.<p>

Then again, it was extremely disturbing as well so Chell preferred to **not** do such a thing.

Especially not while she was staring down into the pleading, **wanting **eyes of her arch-nemesis.

Of all the things she was expecting to happen when she came back to end Aperture once and for all, this was definitely at the bottom of the list.

_Then again,_ she supposed, eyeing GLaDOS with caution as she smoothly picked herself up off the floor, _since when has she _ever_ had to deal with any _normal_problems?_

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><p>It had all started back when Chell had simply started to enjoy life.<p>

Her life of new-found freedom, to be precise.

It was everything that she had expected it to be, albeit with less people than previously imagined.

…Well, alright, **a lot less** people than previously imagined.

But still, ever the optimist, Chell continued on, making her own path; unimpeded by the lack of fellow humans. It wasn't troubling so much as it was disturbing and unhelpful.

It was disturbing in the way that she could _see_ the signs of human life that were once a part of the desolate landscape that she was walking. Abandoned or destroyed buildings, broken and worn down tools, random articles of torn and soiled clothing, rusted cans of food and old wrappers all painted Chell's surroundings with a dismal sense that something had gone terribly wrong. It was unsettling. When she raided the old leftovers of what was once a military caravan, rent to devastation by some unknown force, she had to admit that it was downright ghastly. Yet, what had to be the worst piece of evidence that humanity had suffered something horrific was the sight of so many skeletons. She never lingered long when she stumbled onto them.

It was unhelpful in the way that when a particularly insane AI finally realized that letting her most prolific test subject go was a _Huge Mistake_, there was no one around to help her when said AI decided to _fix_ the _Huge Mistake_ and steal her away back into the very place that she had escaped from.

Yes. Something had to be done about this. Freedom may have been boring but it was a **hell** of a lot better than having to leap through literal hoops to appease someone with an attitude problem.

That something entailed Chell breaking out of test chambers, (a pastime that she had turned into an art form at this point) with a stolen portal gun no less, and using said gun to portal her way from a defunct test chamber's wall, back over to the very heart of the Enrichment Center.

Where _She _was.

"_You poor, poor, deluded creature. Haven't you learned yet? You are a human test subject for Aperture Science. As such, you are company property. Property is not to leave the facility. Property is not to be used in any manner other than what it was originally purposed for…. Still confused? Here, I'll make it easier for you. __**Escape**__ is not an option. __**Refusal**__ is not an option. In fact, the only option you _do_ have is to __**test**__. So why don't you stop all this nonsense and __**get to it?**__"_

_She _was hanging from the ceiling in the center of the room, looking for all the world as if she could destroy Chell with but a single thought, but instead, spared her on a mere whim.

Judging by the current lack of neurotoxin in the room, the thought actually wasn't too far off target.

Chell glared up at the golden optic which returned her vehemence with a bored look.

Apparently this was getting old for her. Well then, guess she'll have to finish this quickly.

Panting heavily, Chell peered up from behind her miniature blockade of storage cubes. Almost instantly, a chorus of "_Hello!", "Activated", _and "_Target acquired" _sang out to greet her as a cascade of red lasers honed in on her forehead. Chell hurled herself back behind her cover as a rain of darts blasted out from the army of turrets that GLaDOS had set up to corner Chell.

A dart that had missed its mark, deflected harmlessly off the wall behind Chell and landed with a sharp –_klink- _on the cold metal tiles of the floor. It rolled until it clicked to a stop against her long-fall boots. She looked bitterly at the projectile that GLaDOS had seen fit to 'upgrade' the turrets with. Apparently tranquilizers were GLaDOS's way of saying welcome back.

"_You know, maybe if you didn't wear that atrocious ensemble, the turrets wouldn't try shooting at you so much. They weren't programmed with much appreciation for fashion, but I guess that even style-less, single-minded, beings have their limits. Congratulations on pushing them to that point. By the way, where __**did**__ you find those clothes? Are there naked street tramps running about because some lunatic mugged them? …Or did you steal them from the military? Did the humans figure that if all else fails, they could just send you out to frighten the enemy away with your looks?"_

…_God, _she can't _stand_ that fucking computer.

Angrily smashing the dart underneath her boot, Chell glanced to the portal that she had used to enter the Enrichment Center's hub. The vermillion ring was still up, softly glowing as it held up the path to the defective test chamber that Chell had escaped out from.

It was nice to know that even if the worst should happen, there was still an escape route for Chell to follow.

…Even if said escape route was on the opposite side of the room and currently surrounded by a ring of those damnable upgraded turrets.

"_Why are you still looking at that portal so longingly? You have literally __**just**__ come from there. It's not as if a pile of bacon has suddenly rained from the ceiling in that room. …Hmmm…You know… I __**could**__ always just disengage them. And then we could go back to __**testing**__. __**Forever.**_"

Chell's face must have reflected the horror she felt because she heard a snide chuckle slide out from the speakers. In frustration, she whipped around to confront the AI's optic which had nearly closed in her enjoyment at Chell's expense.

"_You know, on second thought, I think I'll keep it open. It makes things more interesting doesn't it? How do humans cope with defeat when they realize that their only escape route is completely cut off? Haha, I think I want to see __**this.**__"_

Chell, not one to prevent GLaDOS from her sightseeing, offered up a one-fingered salute for her viewing pleasure.

Unamused, GLaDOS narrowed her lens as the smirk on Chell's face grew wider.

"_Vaporized sedatives will be deployed in six minutes."_

…Chell's grin dropped so quickly, it hurt.

Beginning to panic, she patted her pockets down for something, _anything_ that would help her in this situation.

Her raid of the remnants of that decimated army platoon had proved its worth back up on the surface, as her cargo pants carried a pair of wire cutters, a Swiss Army Knife, and Chell's personal favorite, a pair of dusty grenades.

She closed her eyes and took a deep breath, praying to whatever gods there were that this plan would be too crazy to fail.

Closing her finger around the ring of a single grenade, she opened her eyes and peered down at her prey.

"_What are you-"_

_**__**KLINK**__**_

"…_Oh…."_

With a silent battle cry, Chell hurled the activated weapon at the turrets, much to the shock and dismay of one particular AI.

Ducking back behind the cubes for cover, she saw the flash of the explosion before she heard the deafeningly loud _****BLA-AM****_ that erupted from it. Ears ringing, Chell cautiously surveyed the results of her assault… and was pleased to find that the turrets that weren't immediately destroyed by the explosives, were knocked over or incapacitated from the resulting shockwave.

"_Oh__**. **__I see you learned some new tricks out there. And in demolition work. Why am I not surprised?__" _she spat venomously.

Chell shot her an evil grin.

…And with a second _****KLINK****__,_the pin to Chell's final grenade was released.

GLaDOS's optic shrank as she realized exactly what Chell was planning.

"_You! –You're really insane aren't you?_

_Maybe she really was…_

_But then again…she wasn't the only one whose sanity was questionable, now was she?_

Chell barked out a sharp, breathy laugh as she wound up her arm, and released the payload.

_After all, _she mused, watching the grenade fly through the air and land neatly in a joint directly behind GLaDOS's thrashing head, _if it was only testing she was after, then separation from the mainframe should remedy this. _It was how it worked before, when the stalemate resolution button ejected _Her_ from herthrone and left herwith nothing but her own, honest thoughts, uncorrupted by cores or compulsions. That version of GLaDOS was at least _bearable _than the current, obsessive-compulsive one.

And if Chell had ever learned **anything** from the time that she had spent with Wheatley, it was that that _damnable_ mainframe corrupted all that came under its spell.

Yes. It didn't stand a chance. The mainframe was the real enemy here.

…_right?_

_****BLA-AM****_

"_Auughhh!"_

Well, for better or worse she was going to find out…

Coughing as she fanned away the smoke from her face, she leapt up on a cube and took a leap that would have impressed even her mechanical overlord… had said overlord's entire core not been dangling inches from the ground by a scant few wires.

"_Grenades…In a post-apocalyptic world….you found grenades. I hate you. __**So. Much.**__"_

She landed with a loud thud, on top of the frame that once housed GLaDOS's being. With a grim look, she pulled out her wire clippers.

"_You're going to regret this."_

She set the cool clips down to touch the final ties that bound GLaDOS to her insanity.

Looking down at the gold eyed core, she pulled the teeth of the clippers apart, and….

Watched as the light on the core suddenly went out.

But… something was wrong….

**She never cut the wire.**

The world suddenly began to heave left and right as a massive quake began to rock the Enrichment Center. Chell tumbled from her perch on the mainframe, and landed hard on her back, knocking the wind out of her.

Groaning in pain, Chell turned her head just in time to blearily view the wall panels of the center tessellate apart to reveal an entirely new corridor. Inside the room, a single pillar of light shone down on a form that was suspended from the ceiling.

Chell slowly picked herself up off the ground and entered the new room. Panting slightly, she looked over the figure made of metal and silicone. Short, white strands of fibers framed a thin, ivory face in a mockery of human hair. A sharp, thin smile graced the narrow features that belonged to the figure. Long, thin limbs finished the look which portrayed a petite female body.

Chell walked closer and found that the artificial woman was held up by massive, thick cables that were plugged into its spine.

…_What the hell is __**this**__?_

_What on earth was She planning to do with this thing?_

Chell leaned forward to touch the base that the construct was plugged into when suddenly, the eyes snapped open with an all too familiar gold glow.

Chell gasped and stumbled backwards right as the eyes locked onto her.

The woman reached an arm behind her with unnatural grace and ripped the cords out of her spine, with each cable shrieking electricity in the air as they were rent asunder.

When the last line was removed, the form hit the floor hard, but slowly drew itself up as though it had not just suffered a fifty foot drop. The woman's 'hair' was standing straight up from the static charges that clung to the air. The mouth shaped itself in a sardonic smile as the head tilted itself up in a cocky posture. The eyes, though. The eyes never left her own.

"_You know, I __**was**__ saving this for you…for a special occasion. It __**was**__ for emergency test subject retrieval. In case you would ever find a small populace of humans to accept a lunatic like yourself, I would still be able to …__**persuade**__ you to return. Unfortunately, it is still in beta. Unfinished, if you will…. Well, luckily, it seems to be workable, and the terms for its use may have changed, but the original purpose still stands."_

GLaDOS slowly stalked over to a frozen Chell, as if she were a predator that had cornered its prey.

Leaning in close enough that Chell could feel the cold brush of silicon lips over her ear, GLaDOS dropped her voice to a whisper.

"_And don't worry about the chassis… everything here is replaceable. I'm not even mad at you for that one. I was actually hoping I would get a chance to show you this…project of mine. And now here we are. This is going to be a lot of fun…__**for me.**__"_

A pale hand, looking as though it were carved from marble, reached out and plucked the long forgotten wire cutters from Chell's hand.

And casually crushed it as though it were made of paper.

It was at this point that Chell had decided that retreat did not mean the same thing as surrender, and bidding farewell to her beloved cutters, sprinted back to her original escape route.

She heard a melodic laugh sound out behind her and the sharp clicks of a metal heel as the android casually followed her.

Taking a wild dive through the portal, Chell left the Enrichment Center and fell hard, back into the old testing chamber that she originally escaped from.

"…_You took us back to a test chamber? __**How convenient.**__"_

Panic stricken, Chell's head whipped around to stare in despondency as GLaDOS neatly stepped through the portal and back within an arm's reach.

_But…she had to have been at __**least **__thirty feet away from me when I ran..._

Desperate, Chell jumped to her feet and aimed a high kick at the android's smug face.

GLaDOS's arm moved so fast that she almost missed the moment when her kick was blocked and caught neatly.

**And the entire time, **_**She**_** still never took her eyes off her own.**

Angrily, Chell pushed off with her free leg to lean forward and deliver a haymaker straight into that smarmy grin that hadn't faltered once yet.

It was like punching a concrete wall.

Taking her smashed hand and curling it up against her stomach in agony, she let loose a long hiss of pain.

She was so preoccupied by the fresh waves of pain that her throbbing hand brought her, that she didn't realize that GLaDOS had released her leg in exchange for her arm until she was falling down to the floor, her head narrowly missing a heavy duty super-colliding button. Once her spine forcefully met the ground, she struggled mightily against the pin that GLaDOS had effortlessly held her in.

"_You know, I should have anticipated you would try to kill me. It is how our encounters usually end up. Haha, well, how does it feel to know that no matter how many times I die, I will still be there to find you? How does it feel to know that you will never be able to escape being a test subject?"_

A sneer painted on thin lips of silicon stretched across the feline face.

Chell snarled an animalistic sound and writhed in her grip, determined to fight until the end.

The android heaved a sigh and shook her head with an affectionate smile.

"_Stubborn as always…"_

The good natured smile belied the sudden pressure increase in her grip.

"_I have an idea. Since this form is still in beta, lets test out its capabilities shall we? Let's just see how strong I can really be…Initiating touch calibration test."_

The powerful grip that was currently bruising her arms suddenly became unbearable. Chell screwed her eyes shut from the pain. Wincing, she heard her bones start to creak from the force being exerted on them. But, before her arms snapped in two, GLaDOS eased her absolute grasp and twisted her arms back behind her.

"_What's the matter? You don't seem to be so enthusiastic about this. …Don't tell me that you liked the regular testing track from before…"_

Chell trashed in the unyielding hold of the android and only succeeded in pushing herself into an uncomfortable angle. She glared up at a pair of yellow lit eyes, which were currently watching her struggles with a sadistic glee.

Her portal gun was digging sharply into Chell's hip bone….and it was only a breath away from reaching her fingertips.

…If she could only just slip her finger around the trigger…

Laughing with an unrestrained pleasure, GLaDOS harshly jerked Chell's arms back until her shoulders began to scream for mercy.

"_Don't worry. The calibration tests for this form won't take long. Just a few hours of interfacing will be sufficient. …Maybe more if you persist in this… __**disobedience. **__And then, since you are so keen on returning to our favorite old pastimes, I think I might just indulge you with a little bit of rewarding. I'll even set the Thermal Discouragement Beams to Mild Persuasion levels. As a gift. From me to you. In honor of our long-lasting __**friendship**__."_

If Chell tried to struggle again, she would surely pop her shoulder right out of its socket…but then again, this new position, with all of its pain and humiliation, finally gave her just enough of a reach that she was able to slip a bony finger into the trigger.

_****TH-WOK****_

"_Wha-"_

A blessed sound rung out from the portal gun as a blue ring of light appeared beneath the two of them, tearing a hole in the space-time continuum and rendering a new gateway entrance. Chell smirked as GLaDOS's superior expression was replaced by one of the utmost frustration. Then the two promptly fell through the air.

Chell's long fall boots automatically picked up the sudden discrepancy between their owner and the earth, and the mechanisms within the footwear automatically set out to right themselves in midair. This also had the added bonus of flipping Chell's captor over and sending the metallic body tumbling.

"_Uhrgh…"_

Immediately throwing herself in a ready stance, Chell watched as GLaDOS's limbs each twitched, before jerkily stretching out in all directions in an attempt to pick herself up from her undignified position.

Chell looked on, dumbfounded for a moment at the sight of her tormentor flopping around helplessly.

...And started to laugh in a breathy fit.

_Of course She would have trouble controlling herself….This form was still in beta. Untested. _

And now that she was able to get a better look at her, she realized that the form was even more unfinished than previously thought. The hair had no human shade to it. The skin had no hint of living color to it, instead, being a clinical eggshell white. And the eyes. Especially the eyes. They glowed as though hell itself was lighting them up. This form was still in production. Apparently the only thing GLaDOS was able to add to it was the silky covering of silicone to mask the most unnatural bits of steel under the mock-flesh.

She doubted that GLaDOS had even had any real time to get used to working this female body. And judging by the confusion in her movements, her sensors must have been scrambled from the fall.

The addled robot's flailing came to an abrupt end when all of her limbs suddenly dropped and her entire being stiffened. The golden eyes snapped shut, and her body relaxed.

Disturbed, Chell immediately wondered if she had somehow actually _killed _GLaDOS with this latest stunt. Even more disturbing was the realization that, the thought of actually ridding herself of the damn AI once and for all did not bring a sense of relief, but instead, a sense of inexplicable sadness.

_God…next I'll be saying I enjoy testing. I really, __**really**__ need to get the hell away from here…_

With compassion overwhelming her greater instinct of logic, Chell began to approach the prone woman, only to jump back as a strange clicking noise permeated the chamber.

She nearly leapt out of her skin when the yellow eyes cracked open with a fierce look aimed directly at her.

"_Well. That was interesting. But now that I've recalibrated my systems, that dirty little trick of yours won't work anymore."_

_Oh…we'll see about that…._

Chell immediately shot a portal in the ceiling directly above GLaDOS. Looking her directly in the eyes, Chell fired a second portal. Right beneath the android.

"**GR-R-RR-RRR-** _**I - HA-AT-TE YO-OU-U!"**_

It was actually quite hilarious to see the once proud queen of science free fall through an endless loop.

But, unfortunately, the fun could not go on for too long, as she needed to finish her original plan of 'freeing' GLaDOS's core and leaving Aperture behind, once and for all. Chell smoothly brought the gun up and fired a final portal to break the spiral.

The android **slammed** into the floor tiles so hard that a cloud of dust and debris was kicked up from the shockwave.

_Hmm…maybe I was a little overzealous in creating that freefall…_

Chell began to walk over to the cloud before stopping dead in her tracks.

The portal gun clattered to the floor.

Chell looked on in a mixture of horror and shock as two burning eyes peered back at her from the epicenter of the dust cloud.

"_You shouldn't have done that __**Chell**__."_

_Oh shit. Oh shit. Oh shit._

"_I can assure you. This next test will __**not **__be so pleasant."_

Running on pure survival instinct, Chell grabbed the nearest weapon: a storage cube that had been sitting neatly, waiting to be used to solve the very same test chamber they were currently standing in. Well, this time it would be used as a solution to a very different problem.

With the strength that only an adrenaline rush could produce, she hefted the weighted object above her head and prepared to bludgeon the AI.

And unexpectedly, GLaDOS had _**moved**_. In a blur she reappeared. Inches from her face.

The next few seconds seemed to go by in slow motion for Chell.

Maybe because to this very day she still wasn't quite sure what happened.

All she knew was that when she instinctively leaned back in a panic, the cube slipped out of her grip. And tumbled onto the heavy duty super-colliding button that had so very nearly hit her head when she first escaped into the chamber.

The door to the test chamber lit up with a vermillion light, and a checkmark clicked appeared on the door lock.

And GLaDOS…

GLaDOS let out the loudest, most obscene moan that Chell had ever had the pleasure of hearing before in her life.

"_Ahhhhhhhhh….."_

Chell watched in disbelief as the android's face exuded an expression of absolutely mind-numbing pleasure, as her entire being curled in on itself and sank to its knees.

"_Haaaahhh….I…What have you __**done? **__Ooooohhh…."_

And suddenly the answer became very obvious.

Those breathy moans were quite similar to a particular function of testing protocol that Chell was made familiar with when Wheatley had his turn at being the test proctor. Watching the shudders from GLaDOS slowly begin to subside, Chell formed a hypothesis.

This android form did not have the time to build up a resistance to testing euphoria.

It must have been pleasurable for her.

_Very_ pleasurable.

When GLaDOS finally gained the faculties to look back up at Chell, she immediately snarled in an indignant manner.

"_If you think that yoOOohhhh…."_

Chell casually lifted the cube back up from its place, and gently slid it back around the red button, listening to GLaDOS's electronically vocalized breath hitch.

"_Mmmmm….what- what are you doing?"_

_Poor thing sounded frustrated._

"_Don't- don't toy with me…."_

Chell grinned before releasing the cube and re-solving the test.

"_Ahhh!"_

Listening to the gratified cry echo throughout the facility, Chell let herself get caught up in triumph for finding a weakness in this new form.

She was getting so cocky, that she almost missed it when GLaDOS whispered underneath her breath.

"_Just like them…using __**this**__ to control me…just like __**them**__...Should have killed you when I had the chance. So degrading…Vile thing…"_

She was right.

The worst part of it all was that _She_ was right.

This _was _wrong. Well, using this way to subdue her. She really was no better than the scientists in this way, now was she?

No. This wasn't right. She needed to prove to GLaDOS that she was better than that. Chell would not stoop down so low in her bid for self-preservation as to make others suffer for it. Even if it was GLaDOS she was talking about. Abusing her senses just for the sake of keeping her incoherent…

No. The scientists did that. And she did not want to ever follow any of their footsteps. They made enough people suffer already.

So.…_She_ wanted Chell to solve tests?

Alright.

_Then she'll solve tests._

Crouching down until she was at eye level with the still shivering-in-rapture AI, Chell gently leaned forward and laid her palm on the cool, soft cheek of the android.

Golden eyes opened to regard her in confusion.

Chell let her hands drift up and down the android's naked form. Caressing a steel crafted collar bone, gently splaying her fingers across a titanium ribcage.

"_Get your hands off me you deprived orphan!"_

Chell paid her no mind, and instead slipped a hand up a perfectly sculpted thigh, another hand gently curled around the curve of a milky white breast.

"_You- ahh- have you no shame?"_

Shaky, silicone coated hands curled around her shoulders and fluttered downwards to rest at her hips.

Chell started to feel warm. She blushed as she carefully drew a hand downwards and felt the android's cheeks. Hearing her own breathing start to dissolve into warm, breathless gasps, she started to operate more on instinct, stroking upwards, between the droids thighs. Leaning forwards, she licked a line up the woman's neck, and was rewarded with a sharp cry of satisfaction.

"_Ahh-Ahh….My …You…You're…Ah…Ahhh!"_

The entire body of the woman seized up, as the calibration tests for touch were fulfilled.

Holding the quivering form in her arms, Chell waited for the aftershocks to finish. When they did actually begin to slow down, Chell started to release GLaDOS and got all but an inch away before the robot's hands seized her once more.

"_Leaving me so soon? We still have a lot of tests to run…in fact…"_

Chell shivered, panting slightly as the android drew close and whispered to her.

"_Let's run a new test. I want to hear you scream. I want to know your scent. I want to see all of you. I want to taste you….I want to __**test**__ you."_

Chell leaned back and looked at her in shock.

"_Please…let me….let me have you…Chell…let me…"_

Chell closed her eyes, threw her prayers to the skies above, and leaned forward, pressing a kiss on the unnaturally soft lips in front of her. Slipping her tongue past the pearl colored lips, she found herself fighting the other woman for dominance of the kiss. Carefully, she climbed into the other's lap, and entwined her legs around her opponent's hips, grinding hard against them.

Using her leverage, she took the other's lower lip into her mouth, and gently bit down on it, soliciting a moan.

She felt hands snake up her sides and begin to slip underneath her shirt. Immediately she broke the kiss, and snatched the hands back away, giving a stern look at an obviously frustrated GLaDOS.

"_But_ i_t's in the way."_

Chell kept the woman's hands caged underneath her own and kept her piercing gaze fixed on golden, narrowed eyes.

"…_.Please…?"_

Chell smiled.

And slipped her shirt off, slowly unlatching her bra and dropping it off to the side.

"_Ahhh…."_

She watched as the woman's eyes drank her in, before flicking back up to meet her own.

"_Hah…Please…I need to see more. I need this…"_

The android leaned forward and in a perfect mockery of Chell, licked a line up the test subject's neck, while gently fondling her breasts.

"_Please Chell…finish this…"_

Golden eyes looked up at her imploringly, putting to words what GLaDOS no longer had the will to voice.

Chell leaned forwards and whispered a soft _"Shhhh…" _into GLaDOS ear, softly stroking silken strands of white hairs.

The android shuddered with anticipation and flexed her grip, ever so gently.

It was so disturbing that only a few minutes ago they were going to kill each other. And now?

Now the woman was burying her face into Chell's hair, breathing deeply with artificial lungs that didn't even need the oxygen.

It was even more disturbing to Chell when she found that she _liked _it.

Both women shivered in delight when Chell slipped out of her pants. The automaton didn't bother to hold herself back and promptly ripped Chell's panties in half.

_I guess when you're this close to 'finishing', restraint is only a pleasantry. _

Yes. It was disturbing.

But hey, normalcy is overrated anyway.

The android reached forward and gently began to thrust warm fingers between Chell's thighs. Chell's legs quivered, but, not one to concede submission at this point, she used her own raw force of will to stop grinding in time with the rhythm the artificial hand had set, and instead, flipped the other on her back, and leaned down between long legs.

She licked at a soft fold, her hands holding onto hips that were mechanically twitching in time with her pacing.

When the android's thighs began to close around her head, and her entire being began to quiver, Chell abruptly pulled away.

"_Augh! What- I'm so __**close**__! What are you doing!"_

Chell gave her a hard look, before slowly skimming her fingers around her slit.

"_Ahh! I- I'm sorry! I'm sorry for kidnapping you! Please!...Finish this! Please! Chell…I'm begging you! Ah! I __**need **__you! Chelll-ahhhh!"_

At the sound of an appropriate contrition, Chell leaned down and let the woman come undone, having satisfied all of the five basic sensory requirements at once.

Hearing the fulfilled cries of her arch nemesis fill the chamber, once more, Chell felt a fluttering in her stomach, but decided against her own needs.

Right now she needed to figure out a way to escape and formulate a new plan for this nigh indestructible android form.

Rescuing GLaDOS from her testing impulses could come later.

Shakily standing up, Chell realized with chagrin, that in addition to a new plan, new clothes would also have to appear along the way. She started to slip into her old, wet clothes, when suddenly a hand snapped out and ensnared her wrist, tugging hard on it.

Losing her balance, Chell flopped backwards, right into GLaDOS's lap.

"_Ahhh…Chell. Don't go yet. I wasn't kidding when I said we still had a lot of tests to run. This was only the beta model."_

Chell swallowed heavily.

"_In fact, we haven't even tested the alpha model yet…"_

* * *

><p><em><strong>Thanks for reading!<strong> _


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